Waystation Limited

1. Structure & Engagement

1.1 Scope of Terms: These Master Terms of Business ("Terms") govern the provision of all diagnostic, advisory, organizational alignment, recruitment, and coaching services ("Services") supplied by Waystation Limited ("the Company") to the commercial entity purchasing such services ("the Client").

1.2 Formation of Contract: A legally binding contract ("Contract") is formed only when the Company issues written confirmation accepting the Client's signed Statement of Work, Proposal, or Order Form.

1.3 Global Application: These Terms apply to all Clients globally. Any geographical boundaries or restrictions regarding Client location are explicitly disclaimed.

2. Fees, Invoicing & Financial Terms

2.1 Milestone Billing: Fees will be calculated and invoiced as specified in the applicable Statement of Work, typically aligned with operational milestones (e.g., upfront commencement retainers or delivery stages).

2.2 Payment Terms: All invoices are strictly payable within fourteen (14) days from the date of the invoice, without deduction, set-off, or withholding, unless otherwise agreed in writing.

2.3 Value Added Tax (VAT): All fees quoted are exclusive of VAT. The Client shall pay VAT to the Company at the prevailing statutory rate where applicable.

2.4 Late Payment Interest: If the Client fails to make payment by the due date, the Company reserves the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. Interest will accrue daily on overdue amounts at a rate of 8% per annum above the Bank of England base rate, from the due date until full payment is received, whether before or after judgment.

3. Intellectual Property Rights (IPR)

3.1 Proprietary Materials: The Client acknowledges that the Company owns all intellectual property rights, titles, and interests in its proprietary methodologies, including but not limited to the Fit-P2P Lifecycle, the Alignment Lab diagnostic frameworks, character assets, questionnaires, templates, scoring mechanisms, and software tools ("Company IPR").

3.2 Limited License: Subject to full payment of all fees, the Company grants the Client a non-exclusive, non-transferable, revocable license to use the final reports and deliverables strictly for internal organizational development.

3.3 Restrictions: The Client shall not copy, modify, reverse-engineer, distribute, commercially exploit, or attempt to replicate the Company's proprietary frameworks or DNA diagnostic processes across other entities or branches without explicit, written commercial licensing from the Company.

4. Confidentiality & Data Protection

4.1 Mutual Confidentiality: Both parties agree to maintain strict confidentiality regarding all sensitive business information, operational data, strategic plans, and trade secrets disclosed during the performance of the Services.

4.2 The Diagnostic Gaps: The Client explicitly acknowledges that during stages such as the Alignment Lab and Offboarding, the Company collects qualitative and quantitative feedback regarding the "lived experience" of the Client's workspace. This data is handled with maximum organizational discretion and aggregated to protect individual respondent anonymity.

4.3 Data Compliance: Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as set out in the Waystation Privacy Policy.

5. Delays, Performance & Suspension

5.1 Client Cooperation: The timely performance of the Services is dependent upon the Client providing transparent access to information, leadership stakeholders, and team members. The Company is not liable for project delays caused by a failure of Client cooperation.

5.2 Force Majeure: The Company is not responsible for any delays or failures in performance resulting from events, circumstances, or causes beyond its reasonable control.

5.3 Suspension of Supply: The Company reserves the right to suspend the delivery of any active Services (including access to active Recruitment networks or Coaching sessions) if the Client falls into arrears on any undisputed invoice, until such time as outstanding balances are cleared in full.

6. Termination & Post-Contract Protections

6.1 Fixed Notice: For ongoing, subscription-based, or continuous lifecycle services, either party may terminate the Contract only by providing thirty (30) days' written notice to the other party, unless a different notice framework is defined in the Statement of Work.

6.2 Termination for Cause: Either party may terminate the Contract with immediate effect if the other party commits a material breach (uncured within 7 days of written notice) or enters into corporate insolvency or liquidation.

6.3 Non-Solicitation: To protect the Company's professional community and network, the Client shall not, during the term of the Contract and for a period of twelve (12) months following its termination, directly or indirectly solicit, induce, or attempt to employ any consultant, coach, or specialist introduced by the Company.

7. Limitation of Liability

7.1 Commercial Liability Cap: The Company's maximum aggregate financial liability under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to the total amount of fees actually paid by the Client to the Company in the twelve (12) months preceding the claim.

7.2 Exclusions of Loss: The Company shall under no circumstances be liable to the Client for any loss of profits, loss of business opportunity, damage to reputation, or any indirect, special, or consequential financial losses.

7.3 Uncontrollable Outcomes: The Client recognizes that organizational alignment, cultural change, and talent retention depend on variables within the Client's control. The Company provides precision data and frameworks but does not guarantee absolute workforce metrics.

8. Governing Law & Jurisdiction

8.1 Jurisdiction: These Terms, the Contract, and any dispute or claim arising out of or in connection with them shall be governed exclusively by, and construed in accordance with, English law.

8.2 Legal Recourse: Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising under this Contract.